Overview 

This Agreement contains the complete terms and conditions that apply to Affiliate’s participation in the Affiliation Program of Perifit (the “Program”). Carefully read these terms and conditions, which represent a legally binding agreement between X6 Innovations SAS, a company registered in France, 128 rue La Boetie 75008 Paris, RCS Paris 789 534 864, (“we” or “Perifit”) and you (“you” or “Affiliate”). 

As used in this Agreement, “Site” means, depending on the context, either the Perifit websites (perifit.co, au.perifit.co, eu.perifit.co, fr.perifit.co, ca.perifit.co or any other website managed by Perifit) or the website owned or controlled by Affiliate, on which Affiliate will place Referral Links (as defined below) to Perifit website. Affiliate acknowledges that its participation in the Program will require Affiliate to use the online platform GoAffPro. 

1. Enrollment in the Program 

Affiliate shall submit a completed Program application through the GoAffpro Perifit application platform to begin the enrollment process. E.g.: perifit-australia.goaffpro.com/create-account 

Perifit will evaluate your application and notify you if the application is accepted or rejected. Perifit may reject Affiliate’s application for any reason, in Perifit’s sole discretion, including if Perifit determines that Affiliate’s Site or practice is unsuitable for the Program. Unsuitable sites include, without limitation, those that contain illegal, offensive, infringing content or content that Perifit otherwise deems offensive. If Affiliate is accepted into the Program, Affiliate shall notify Perifit in writing any significant changes to the content or structure of Affiliate’s Site within ten (10) days of such change(s). 

By submitting a completed Program application, Affiliate certifies and commits that Affiliate is duly incorporated as per Affiliate’s domiciliation country’s rules and authorized to carry out activities as described in this Affiliation Program, that Affiliate has the authority and authorization to invoice Perifit for Referral Fee, that all Referal Fees will be duly declared as revenues in application of legal and tax rules applying to Affiliate. Perifit shall not bear any responsibility in this regard. 

Should Perifit become aware that Affiliate is not entitled to carry out Affiliation activities or does not properly declare them or the related Referal Fees as revenues, Affiliate’s participation in the Affiliation Program will immediately be cancelled.

1. Referral Links
   
   

For the purposes of this Agreement, “Referral Link(s)” means the code that Perifit makes available to Affiliate that is used for linking from your Site to web pages on Perifit’s websites, and may include banners, text, search boxes, buttons, or other graphics or devices. Affiliate shall not modify the Links in any way. Perifit will not be responsible for errors that occur in the tracking of transactions if Affiliate has made or caused any such modification.
Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by Perifit, for instance posting the Affiliate’s referral link to a public site not owned or administered by the Affiliate. Perifit may at any time, without prior notice, remove the Links described above, require Affiliate to remove the Links, or dynamically replace the Perifit creative or text with creative or text suitable to Perifit in Perifit’s sole discretion.

1. E-mail Links
   
   

Affiliate may use Links within e-mails that Affiliate sends to registered users of the Affiliate. Use of such Links is subject to all of the requirements and restrictions respecting Links generally as set forth in this Agreement. E-mails making reference to Perifit, that include Links, or that concern any other aspect of the Program, may be sent only to individuals who have elected to receive such e-mails. “Spamming,” including the sending of unsolicited electronic communications, will not be tolerated and may lead to termination of this Agreement. You will not be entitled to any Referral Fees generated through Spamming tactics. Affiliate shall comply with any and all regulations, statutes and applicable laws of the United States or any other state, country or jurisdiction related to e-mail, and/or electronic communications. It is Affiliate’s responsibility to be aware of all such regulations, statutes and laws.

1. TransactionProcessing
   
   

Perifit will process transactions placed by customers who follow Links from Affiliate’s Site to the Perifit site. Perifit reserves the right to reject transactions that do not comply with any reasonable requirements that Perifit may periodically establish. Perifit will be responsible for all aspects of transactions processing and fulfillment. Among other things, Perifit will prepare order forms; process payments, cancellations, and handle customer service. Through the GoAffPro platform, Perifit will track transactions made with customers who purchase products using Links and generate reports summarizing this sales activity which will be available to Affiliate in the Affiliate’s account. Perifit is not responsible for any changes that GoAffPro may make in their reporting format, timing, or types of reports available to members of the Program. To permit accurate tracking, reporting, and fee accrual, Affiliate shall ensure that Links are properly formatted. Perifit will not be responsible for improperly formatted Links.

1. QualifiedTransactions  
   
   

Perifit will pay Referral Fees (as defined below) to Affiliate for tickets purchased in Qualified Transactions (as defined below). For the purposes of this Agreement, a “Qualified Transaction” means a transaction whereby a customer: (i) uses a Link to purchase one or more Perifit units; and (ii) remits full payment to Perifit. Any transactions leading to return and/or reimbursement will not count as “Qualified Transaction”.

1. ActiveAccount& Inactive Account 

Afiliate’s account will be considered “Active” when Affiliate has connected to its GoAffPro account less than 90 days before. After 90 days without the Affiliate connecting to the platform, as monitored by GoAffpro’s functionality “Last seen”, the account will be considered “Inactive”. Perifit reserves the right to void Transactions made when the account is inactive. Affiliate may reach out to Perifit for any difficulty to access its GoAffPro account. 

1. ReferralFees
   
   

Referral Fees means the fees Perifit will pay Affiliate representing 10% of each commission will be calculated after deducting total discount from the order and after deducting shipping and taxes from the order.

1. Fee Payment
   
   

Perifit will pay Affiliate the Referral Fees through the GoAffpro platform, upon Affiliate reaching a threshold of 100$ of commission (or local currency equivalent) on the 28th of each month. Payment is made through Paypal. Paypal transaction fees, if any, shall be borne by Affiliate.

Affiliate may track the number of Qualified Transactions and associate Referral Fees through GoAffPro’s Affiliate Reporting interface. Perifit does not make any guarantee of a minimum amount of business or that Affiliate will earn any amount of Referral Fees under this Agreement. If Affiliate hasn’t reached the 200$ threshold in 6 months of activity, Affiliate may reach out to Perifit (sales@perifit.co) to request the payment of the amount due. Perifit will then comply to paying the Affiliate on the next 28th of the month. 

Payment will only be processed upon provision by the Affiliate of an invoice to Perifit. Perifit can provide a template invoice to Affiliate if considered easier by both Parties, that Affiliate will validate. Non-provision of an invoice will imply non-payment of Referral Fees.

1. Policies and Pricing
   
   

Customers who buy products through the Program will be deemed to be customers of Perifit. Accordingly, all Perifit websites rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to such customers with respect to their transactions on Perifit websites. We may change our policies and operating procedures at any time consistent with applicable laws. Since prices and availability may vary from time to time, Affiliate may not display Perifit price information on Affiliate’s Site. Perifit will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular product.
While Perifit clients may enroll in the Program, they may not earn commissions on sales made by themselves. 

1. Promotion of Affiliation with Perifit
   
   

Affiliate may not in any manner misrepresent or embellish the relationship between the parties. While Perifit requests that Affiliate identify itself on its Site as a member of the Perifit Affiliate Network, Affiliate shall not otherwise engage in any promotions which name Perifit or imply any relationship or affiliation between the parties including, but not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media. Any such promotion will be considered grounds for immediate termination of this Agreement and may invoke further legal action.

1. Limited License for the term of this Agreement
   
   

Perifit hereby grants to Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the Links and to access the Perifit Site through the Links solely in accordance with the terms of this Agreement, and for the term of this agreement.

1. Ownership
   
   

As between Affiliate and Perifit, Perifit shall own all right, title and interest, including all Intellectual Property Rights, in and to the Perifit Site, the Program and the Links. For the purposes of this Agreement “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

1. Responsibility for Affiliate’s Site
   
   

Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate’s Site and for all content that appears on such  Such responsibility includes, without limitation: (i) the technical operation of Affiliate’s Site and all related equipment; (ii) the accuracy, timeliness and appropriateness of content posted on Affiliate’s Site; (iii) ensuring that posted materials do not violate or infringe upon the rights of any third party; (iv) ensuring that posted content is not libelous or otherwise illegal. Affiliate shall not use any Perifit proprietary materials in a manner that is disparaging or that otherwise portrays Perifit in a negative light.

1. SponsoredLinks
   
   

Affiliate shall not use, procure, bid on, or otherwise arrange for a Sponsored Link (defined below) on any Internet search engine, portal, sponsored advertising service or other search or referral service (a “Service”) which Sponsored Link uses or includes the terms “Perifit,” “Perifit.co,” or any other trademarks, trade names, service marks, corporate names, or other similar general intellectual property right owned or licensed by Perifit or any parent, subsidiary, or other affiliate of Perifit.
Affiliate shall not post Links on coupon codes of any sort.

1. Indemnity
   
   

Affiliate shall defend, indemnify and hold Perifit harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees) relating to: (i) the development, operation, maintenance, and content of Affiliate’s Site; or (ii) breach of this agreement.

1. Term and Termination
   
   

Affiliate’s acceptance of the terms and conditions of this Agreement shall be evidenced by Affiliate’s submission of a completed Program application, provided, however, that this Agreement shall not be effective unless and until Perifit has accepted Affiliate into the Program. The term of this Agreement will begin upon Perifit’s acceptance of Affiliate into the Program and will end when terminated by either party (the “Term”) or when the account becomes inactive (see section 6).
Either party may terminate this Agreement at any time, with or without  Upon termination, Affiliate shall promptly remove all Links and Program-related content from Affiliate’s Site. Affiliate is only eligible to earn Referral Fees on Qualified Transactions occurring during the Term and when its account is Active. In the event that an overpayment is made by Perifit, Affiliate agrees to promptly remit such excess payment upon notification by Perifit. Perifit may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. 

1. Modification
   
   

Perifit may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Perifit Site or on the GoAffPro platform. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this  Affiliate’s continued participation in the Program following our posting of a change notice or new agreement on the Perifit Site or the GoAffPro platform and/or sending you the change notice via e-mail will constitute binding acceptance of the change.

1. Relationship of Parties
   
   

The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on our behalf. Affiliate will not make any statement, whether on the Affiliate Site or otherwise, that reasonably would contradict anything in this  

1. Limitation of Liability
   
   

PERIFIT SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, AND REGARDLESS OF THE THEORY OF RECOVERY). PERIFIT’S TOTAL LIABILITY TO AFFILIATE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID BY PERIFIT TO AFFILIATE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST REOCCURRENCE OF EVENTS GIVING RISE TO THE IMPOSITION OF LIABILITY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS, SO THEY MAY NOT APPLY TO AFFILIATE.

1. Disclaimers
   
   

Perifit makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Perifit makes no representation that the operation of the Perifit Site will be uninterrupted or error-free, and we will not be liable for any such interruptions or errors.

1. Independent Investigation
   
   

Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate understands that Perifit may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with Affiliate’s  Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in this Agreement.

1. Miscellaneous
   All rights not expressly granted herein by Perifit to Affiliate are reserved by Perifit. There are no implied rights. 

This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of Perifit. 

If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. 

This Agreement shall be governed by and construed under the laws of the France, without regards to its conflict of laws principals. 

Perifit may assign this Agreement without restriction, provided that assignee agrees in writing to be bound by the terms of this Agreement. Affiliate may not assign this Agreement or any rights, duties, or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Perifit and any attempt to do so without such consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 

The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole. 

Except as may be otherwise specifically provided in this Agreement, this Agreement is not intended to and shall not confer upon any other person or business entity, other than the parties hereto, any rights or remedies with respect to the subject matter hereof. 

This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral. 

Thank you!